Major Projects

Corporate & Commercial


Equity Capital Markets

Wah Sun Handbags

Acted as a Cambodian Counsel, in collaboration with a local licensed lawyer, for its intended listing in the Stock Exchange of Hong Kong with respect to its subsidiary in Cambodia on a full scope of work including, among others, conducting a legal due diligence, issuance a legal opinion, preparing and providing comments on the prospectus and the relevant disclosure documents with respect to Cambodian law.

Morris Holding Limited

Assisted in collaboration with a local licensed lawyer, for its listing in the Stock Exchange of Hong Kong with respect to its subsidiary in Cambodia on a full scope of work including, among others, conducting a legal due diligence, issuance a legal opinion, preparing and providing comments on the prospectus and the relevant disclosure documents with respect to Cambodian law and assisting in responding to queries raised by the Stock Exchange of Hong Kong and the Securities and Futures Commission of Hong Kong. The company has successfully been listed in the Stock Exchange of Hong Kong in January 2017.

Phnom Penh Autonomous Port (PPAP)

Assisted the client in its successful listing on the Cambodia Securities Exchange (CSX). Work included conducting legal due diligence on PPAP including its assets, drafting and reviewing disclosure document, preparing relevant documents to satisfy the disclosure requirements, preparing amended the articles of incorporation in accordance with the listing rules as well as listed public enterprises rules and presenting the same to various government institutions.

Hanbo Enterprises Limited

Acted as the Cambodian legal counsel to a Hong Kong group company with respect to a subsidiary in Cambodia; Conducted legal due diligence on the Cambodian subsidiary and issued, in collaboration with a local licensed lawyer, a legal opinion on compliance with the Cambodian laws; Prepared and commented on the prospectus and the relevant disclosure documents with respect to Cambodian law; and Assisted in responding to queries raised by the Stock Exchange of Hong Kong and/or the Securities and Futures Commission of Hong Kong.

Credit Suisse

Advised on a USD 95M denominated bond issue by Hagl, a Vietnam listed company, on the Singapore bond market. We advised on the Lao, Thai and Cambodian law aspects.

Acquisitions

Ironshore Inc.
Provided legal and tax advice to Ironshore. We reviewed the due diligence report prepared by the purchaser’s legal counsel and tax adviser (and assessed the veracity of their findings), commented on the accuracy and relevance of the proposed representations and warranties in the draft share and purchase agreements and the appropriateness and scope of the proposed insurance coverage and policy exclusions.

Smart Axiata
Advised Smart Axiata on its convertible loan agreement with Sabay Digital Plus Co., Ltd (SDP) in which it will provide a loan that will be converted into ordinary shares in the local online media and entertainment company. The deal includes a call option agreement that gives Smart Axiata an option to purchase additional shares in SDP from parent company Sabay Digital Group Pte Ltd up to an initial 30% stake. 

Mitsui
Advised Japanese company Mitsui on the acquisition of a minority interest in the parent company of the largest telecommunications carrier in Cambodia. Provided structuring advice, carried out due diligence operations, and reviewed and negotiated the transaction documents in compliance with Cambodian law.

Vinamilk
Advised Vietnam Dairy Products Joint Stock Company on the acquisition of the remaining shares in Angkor Dairy Products Co., Ltd., the first producers of dairy products in Cambodia. Drafted and negotiated the transaction documents and liaised with the relevant competent authorities to secure the necessary approvals to complete the transaction.

Texhong Textile Group
Provided legal and tax structuring advice on its proposed acquisition, conducted due diligence investigations, drafted the share purchase agreement, and provided a legal opinion. This acquisition represented one of the largest acquisitions of manufacturing facilities in Cambodia.

Joint-Ventures

Charoen Plantation Company Limited
Acted a local counsel for CP. Our assistance involved conducting limited legal due diligence on the company holding an economic land concession, providing structuring advice and revising the joint venture agreement and constituent documents.

Papa Petroleum
Acted for the Cambodian party in its proposed joint venture with one of China’s biggest refiners and distributors of petrochemical products to engage in the importation of refined and crude oil, the construction and operation of an oil depot port, the operation of an oil refinery, wholesaling, trading and retailing of refined oil and the provision of ancillary services. We provided structuring and regulatory advice to our client, and drafted and negotiated the transaction documents.

Scenic Tours
Acted for a joint venture agreement entered into with TMG covering the supply of destination services and hospitality management services by TMG (and affiliates) to Scenic (and affiliates) in Cambodia, Vietnam, and Myanmar.

Ritta
Advised the client, a leading Thai construction company, on the establishment of a construction joint venture with a leading Cambodian construction company.

DFS
Assisted in the structuring of their joint venture with a high profile Cambodian partner from a legal and tax perspective as well as the drafting and negotiation of the various joint venture, funding, and supply and non-compete agreements for its off-airport duty free outlet.  This venture is the first time that off-site duty free outlets have been established in Cambodia.

Sales and Divestments

Global mining company
Assisted the company in undertaking vendor due diligence investigations, rectifying various issues identified during these investigations, drafting the transactional documents and liaising with the relevant competent authorities to secure the necessary approvals to complete the transaction. 

Royal Group of Companies (Northbridge International School Cambodia)
Assisted in the sale of a leading private school. Such a sale of an educational facility under a concession-like structure being the first of its kind in Cambodia.

IFC
Assisted in the sale of its equity interest in Acleda Bank Plc.,.  Reviewed the SPA and provided advice on relevant Cambodian legal matters.

Labor

Thammasart University, Thailand
Assisted in conducting an in-depth legal review and analysis of laws and regulations related to labor recruitment and mobility in Cambodia and within ASEAN legal instrument framework.

Ironshore
A comprehensive labour diagnostic review was undertaken on Sepakor Angkor Co., Ltd. (Artisans d’Angkor), which has 48 workshops operating in 12 sites located in Siem Reap province and provides employment to over 1,100 people, including about 800 artisans.

Australian Government
Advised on a number of issues related to employment, termination of employment, applicability of and compliance with local labor law, and re-assignment of employees working at an embassy in Phnom Penh.

Global health care company
Assisted in preparing a mutual termination and retention agreement and provided advice on the employment termination and termination compensation. 

Global hotel chain
Assisted in dealing with a labor collective dispute and advised on employment laws and termination.

 

Banking & Finance


Smart Axiata

Advised Smart Axiata on its convertible loan agreement with Sabay Digital Plus Co., Ltd (SDP) in which it will provide a loan that will be converted into ordinary shares in the local online media and entertainment company. The deal includes a call option agreement that gives Smart Axiata an option to purchase additional shares in SDP from parent company Sabay Digital Group Pte Ltd up to an initial 30% stake.

China Development Bank

Acted as local counsel advising on the RMB 1 Billion interbank loan to Canadia Bank. The working capital loan was also secured through a related entity granting a security over a large piece of commercial real estate.

Agence Française de Développement (AFD)

Assisted in the provision of a long-term credit facility for an amount up to EUR 25 million to PPWSA. Work included review of Credit Facility Agreement; assistance with closing and issuance of legal opinion.

PROPARCO

Assisted in the financing for an amount up to USD 15 million to a financial institution incorporated in Cambodia. Work included assistance for the implementation of the financing; Issuance of a legal opinion; and the execution of the credit facility agreement.

Hydro Power Lower Sesan 2 Co. Ltd

DFDL assisted the borrower and the developers in connection with structuring the commercial financing in Cambodia to meet international standards, notably a comprehensive security package, licensing, registration, etc. The financing was structured in the 2 phases: (i) an initial bridge financing with ICBC under a financial leasing structure (the first for an infrastructure project in Cambodia) and (ii) a subsequent project financing by China Development Bank and Bank of China. (Project value USD 800M).

 

Energy Mining & Infrastructure


Oil & Gas

Chevron Global Energy Inc./Chevron International Pte. Ltd. (Chevron House, Singapore)
Advised on all aspects of its investment/ potential divestment of interests in Chevron’s Cambodian entities in Cambodia, including conducting a Due Diligence/Vendor Due Diligence for the purchase of shares in Cambodian entities.

BHP Billiton Petroleum
Advised joint venture partners with respect to BHP’s recent venture in Cambodia and undertook due diligence work in relation to the proposed acquisition of other interests.

Oil & Gas Exploration
Advising Chevron in connection with its oil and gas exploration activities and PSC arrangements in Cambodia.

Total Exploration & Production, Paris
Advising on legal framework and providing legal services/advice in relation to the oil and gas sector.

Petroleum Trading
Advised a Japanese trading house on all aspects of its trading activities in oil, oil products and derivatives and shipping including all pertinent commercial contracts, intra-company arrangements, trading contracts and regional compliance issues.

Renewable Energies

Large Hydro Power Company
Advising the client as local and project counsel in the development of the Stung Cheay Areng hydro power project in Koh Kong, Cambodia with a capacity of 100MW. The project work includes drafting of power purchase agreement with Electricité du Cambodge, implementation agreement, concession agreements, review and advising on financing and security documents.

Thai Developer
Providing project development assistance in relation to a 20 MW solar project in Kampong Speu province, including land due diligence and preparation of agreements between the foreign investor and local developer.

Thai Developer
Acted as project counsel advising on overall tax and legal structures and drafting of/ reviewing all transaction contracts in relation to the development of a bioethanol plant in Kampong Speu province to produce Extra Neutral Alcohol from sugar cane molasses as primary substance for the food grade and cosmetic industries.  Project value: USD 80-90M. 

Singapore Developer
Advising a Singapore-based renewables firm in relation to co-development of a wind farm project, including advice on project documents such as the land lease agreement, joint development agreement, shareholders agreement, and PPA. Also assisting with tax structuring, obtaining permits and company registration.

Asian Development Bank
Provided inputs, as national consultant, for developing the recommended policy, legal and regulatory framework and implementing guidelines and circulars for the proposed framework for PPPs in Cambodia.

Mining

Global Mining Corporation
Acted as the Cambodian legal counsel for the company in relation to its divestment of shares in its Cambodian subsidiary to local investors. We assisted the company in a full range of services ranging from the undertaking of vendor due diligence investigations, rectifying various issues identified during these investigations, to drafting the transactional documents and liaising with the relevant competent authorities to secure the necessary approvals to complete the transaction.

Second largest Thai cement producer (sponsor)
Acting as project counsel for sponsor in Cambodia and Thailand and as lenders’ counsel on a major acquisition in Cambodia employing an ethical wall. Thailand’s second largest cement producer will co-build a new cement plant with the capacity of 1 mta in the Toukmeas district of Kampot by 2015. The estimated project cost is USD 43M.

Siam Cement
Advised the client on its investment in limestone mining venture and cement manufacturing facility in Kampot Province, Cambodia. Project value: USD 100M.

China Railway Resources Group Co., Ltd.
Conducted a due diligence on Phu Yang (Cambodia) Co., Ltd. which holds certain mineral exploration and exploitation rights in Phnom Proek, Battambang.

Mekong Minerals Ltd.

Acted for Australian-based Mekong Minerals Ltd., conducted due diligence on six mineral exploration licenses and related agreements with the Cambodian Ministry of Industry, Mines, and Energy, held by Southern Gold (Cambodia) Ltd., an affiliate of Southern Gold Ltd of Australia.  The due diligence was in relation Mekong Minerals’ intentions to enter into a joint venture with Southern Gold.

Infrastructure

China Road and Bridge Corporation

Assisting in the negotiation of a Concession Agreement with the Government regarding the construction of the Phnom Penh to Sihanoukville Expressway.

Proparco / International Finance Corporation (IFC)

Advising Proparco and International Finance Corporation, as lenders, in relation to all aspects of the restructuring of a USD 54M financing to Société Concessionaire de l’Aéroport du Cambodge (SCA) for the construction and operation of the airports of Phnom Penh, Siem Reap and Sihanoukville.

World Bank

Advised the Royal Government of Cambodia (RGC) in a World Bank project to assist the RGC in the detailed drafting of the Road Law and various Sub-Decrees implementing the Road Law, notably the establishment of a Road Board and Road Fund.

Agence Française de Développement

Advised the GRET to assist in defining and implementing the legal framework in the rural irrigation sector, notably in the drafting of various implementing regulations for the water irrigation sector.

Asian Development Bank (ADB)

Carried out an in-depth investigation on Cambodia’s and Laos’ water and energy sectors in order to collect and analyze information needed for ADB’s RETA project (Regional Technical Assistance Enhancing Effective Regulation of Water and Energy Infrastructure and Utility Services) in Southeast Asian countries in order to improve the implementation of water and energy sector initiatives by identifying institutional and technical factors that influence the effectiveness of water and energy regulation.

 

Real Estate


Ciputra
Advised client and negotiated joint venture as local counsel in relation to the development of a multi-million dollar integrated community to be developed in Phnom Penh.

Northbridge Communities Limited
Represented Northbridge Communities Limited in the multi-million dollar sale of a community development project comprised of an international school, sporting facilities, single family homes and apartment buildings.

Public Housing Development (Cambodia) Ltd, a subsidiary of Singapore-listed HLH Group
Advised on options for the project structure; drafting sales and purchase agreements and condominium internal regulations; advising on and making applications for relevant licenses and permits; ancillary agreements; and registrations with the relevant authorities.

Urbanland Asia Investment
Assisted in project implementation including the application of developer license, preparation of Sale and Purchase documentation for a project which will be governed by the new strata title regulations and titling procedures.

M Invest
In respect of its project called, Habitat, assisted on the review of the construction permit, sales and purchase agreement, management contract, internal regulations and redrafted a perpetual lease agreement. Project won multiple awards: “Best Condo Development (Cambodia),” “Best Condo Development (Phnom Penh),” and “Best Residential Interior Design.”, “Best Residential Architectural Design” and “Best Landscape Architectural Design.”